MAG Silver Corp.

(the Corporation)



AUDIT COMMITTEE CHARTER



1.

General

The Board of Directors of the Corporation (the Board) has established an Audit Committee (the Committee) to assist the Board in fulfilling its oversight responsibilities.  The Committee will review and oversee the financial reporting and accounting process of the Corporation, the system of internal control and management of financial risks, the external audit process, and the Corporations process for monitoring compliance with laws and regulations and its own code of business conduct.  In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors.  To perform his or her role effectively, each Committee member will obtain an understanding of the responsibilities of Committee membership as well as the Corporations business, operations and risks.

2.

Members

The Board will in each year appoint a minimum of three (3) directors as members of the Committee.  All members of the Committee shall be non-management directors and shall be independent within the meaning of all applicable U.S. and Canadian securities laws and the rules of the Toronto Stock Exchange and the American Stock Exchange, unless otherwise exempt from such requirements.

None of the members of the Committee may have participated in the preparation of the financial statements of the Corporation or any current subsidiary of the Corporation at any time during the past three years.

All members of the Committee shall be able to read and understand fundamental financial statements and must be financially literate within the meaning of all applicable U.S. and Canadian securities laws or become financially literate within a reasonable period of time following his or her appointment.  Additionally, at least one member of the Committee shall be financially sophisticated and shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individuals financial sophistication, which may include being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities.

3.

Duties

The Committee will have the following duties:

·

Gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

·

Gain an understanding of the current areas of greatest financial risk and whether management is managing these effectively.







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·

Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements.

·

Review any legal matters which could significantly impact the financial statements as reported on by the Corporations counsel and engage outside independent counsel and other advisors whenever as deemed necessary by the Committee to carry out its duties.

·

Review the Corporations annual and quarterly financial statements, including Managements Discussion and Analysis with respect thereto, and all annual and interim earnings press releases, prior to public dissemination, including any certification, report, opinion or review rendered by the external auditors and determine whether they are complete and consistent with the information known to Committee members; determine that the auditors are satisfied that the financial statements have been prepared in accordance with generally accepted accounting principles.

·

Pay particular attention to complex and/or unusual transactions such as those involving derivative instruments and consider the adequacy of disclosure thereof.

·

Focus on judgmental areas, for example those involving valuation of assets and liabilities and other commitments and contingencies.

·

Review audit issues related to the Corporations material associated and affiliated companies that may have a significant impact on the Corporations equity investment.

·

Meet with management and the external auditors to review the annual financial statements and the results of the audit.

·

Evaluate the fairness of the interim financial statements and related disclosures including the associated Managements Discussion and Analysis, and obtain explanations from management on whether:

·

actual financial results for the interim period varied significantly from budgeted or projected results;

·

generally accepted accounting principles have been consistently applied;

·

there are any actual or proposed changes in accounting or financial reporting practices; or

·

there are any significant or unusual events or transactions which require disclosure and, if so, consider the adequacy of that disclosure.

·

Review the external auditors proposed audit scope and approach and ensure no unjustifiable restriction or limitations have been placed on the scope.

·

Recommend to the Board an external auditor to be nominated for appointment by the Corporations shareholders.  Subject to the appointment of the Corporations external







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auditor by the Corporations shareholders, the Committee will be directly responsible for the appointment, compensation, retention and oversight of the work of external auditor engaged for the purpose of preparing or issuing an auditors report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.  The Corporations external auditor shall report directly to the Committee.

·

Review with the Corporations management, on a regular basis, the performance of the external auditors, the terms of the external auditors engagement, accountability and experience.

·

Pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the external auditor.

·

Consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services obtained by the Corporation.

·

Ensure that adequate procedures are in place for the review of the Corporations public disclosure of financial information extracted or derived from the Corporations financial statements, other than the public disclosure contained in the Corporations financial statements, Managements Discussion and Analysis and annual and interim earnings press releases; and must periodically assess the adequacy of those procedures.

·

Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

·

Review and approve the Corporations hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

·

Establish a procedure for:

·

the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and

·

the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters.

·

Meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately in the absence of management.

·

Endeavour to cause the receipt and discussion on a timely basis of any significant findings and recommendations made by the external auditors.

·

Ensure that the Board is aware of matters which may significantly impact the financial condition or affairs of the business.







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·

Review and oversee all related party transactions.

·

Perform other functions as requested by the Board.

·

If necessary, institute special investigations and, if appropriate, hire special counsel or experts to assist, and set the compensation to be paid to such special counsel or other experts.

·

Review and recommend updates to the charter; receive approval of changes from the Board.

·

With regard to the Corporations internal control procedures, the Committee is responsible to:

·

review the appropriateness and effectiveness of the Corporations policies and business practices which impact on the financial integrity of the Corporation, including those related to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management; and

·

review compliance under the Corporations business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate; and

·

review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and

·

periodically review the Corporations financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

4.

Chair

The Committee will in each year appoint the Chair of the Committee from among the members of the Committee.  In the Chairs absence, or if the position is vacant, the Committee may select another member as Chair.

The Chair will have the right to exercise all powers of the Committee between meetings but will attempt to involve all other members as appropriate to the exercise of any powers and will, in any event, advise all other members of the Committee of any decisions made or powers exercised.

5.

Meetings

The Committee will meet at least once every calendar quarter.  Special meetings shall be convened as required.  Notices calling meetings shall be sent to all members of the Committee, all Board members and the external auditor.  The external auditor of the Corporation must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the Committee.  At the request of the external auditor, the Committee must convene a







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meeting of the Committee to consider any matter that the external auditor believes should be brought to the attention of the Board or shareholders of the Corporation.

The Committee may invite such other persons (e.g. without limitation, the President or Chief Financial Officer) to its meetings, as it deems appropriate.

6.

Quorum

A majority of members of the Committee, present in person, by teleconferencing, or by videoconferencing, will constitute a quorum.

7.

Removal and Vacancy

A member may resign from the Committee, and may also be removed and replaced at any time by the Board, and will automatically cease to be a member as soon as the member ceases to be a director of the Corporation.  The Board will fill vacancies in the Committee by appointment from among the directors in accordance with Section 2 of this Charter.  Subject to quorum requirements, if a vacancy exists on the Committee, the remaining members will exercise all of the Committees powers.

8.

Authority

The Committee may:

·

engage independent counsel and other advisors as it determines necessary to carry out its duties.

·

set and pay the compensation for any advisors employed by the Committee; and

·

communicate directly with the internal and external auditors.

The Committee may also, within the scope of its responsibilities, seek any information it requires from any employee and from external parties, to obtain outside legal or professional advice, and to ensure the attendance of Corporation officers at meetings as appropriate.

9.

Secretary and Minutes

The Chair of the Committee will appoint a member of the Committee or other person to act as Secretary of the Committee for purposes of a meeting of the Committee.  The minutes of the Committee meetings shall be in writing and duly entered into the books of the Corporation, and will be circulated to all members of the Board.

10.

Funding

The Corporation shall provide for appropriate funding, as determined by the Committee, for payment of (a) compensation to any registered public accounting firm engaged for the purposes of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation; (b) compensation to any advisers employed by the Committee; and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carry out its duties.